Absence of Commission Consent Sample Clauses

Absence of Commission Consent. This Agreement, prior to the ----------------------------- Closing, may be terminated by Sellers, on the one hand, or Buyers on the other hand, upon written notice to the other(s), if an Initial Order as to the assignment of the Station has not come into existence and effect within nine (9) months after the date hereof, or the Final Order as to the assignment of the Stations has not come into existence and effect within twelve (12) months after the date hereof; provided, however, that neither Sellers nor Buyers, as the case -------- ------- may be, may terminate this Agreement if any of Sellers, or any of Buyers, as the case may be, is in material default or breach under this Agreement, or if a delay in any decision or determination by the Commission respecting the Assignment Application has been caused, or materially contributed to, (i) by any failure of any of Sellers, or any of Buyers, as the case may be, to furnish, file or make available to the Commission information within its control; (ii) by the willful furnishing by any of Sellers, or any of Buyers, as the case may be, of incorrect, inaccurate or incomplete information to the Commission; or (iii) by any other action taken by any of Sellers, or any of Buyers, as the case may be, for the purpose of delaying the Commission's decision or determination respecting the Assignment Application.
Sample 1
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Absence of Commission Consent. This Agreement, prior to the Closing, may be terminated by the Sellers' Representatives, on behalf of the Seller Parties, on the one hand, or Buyer, on behalf of the Buyer Parties, on the other hand, upon written notice to the other(s), if the Initial Order is not issued or the Initial Order has not become a Final Order within twelve (12) months after the date hereof, or if the FCC issues an order (a "Denial Order") denying the Transfer of Control Applications; provided, however, that neither the Sellers' Representatives nor Buyer, as the case may be, may terminate this Agreement if any of the Sellers (in the case of a termination by the Sellers' Representatives) or the Buyer Parties (in the case of a termination by the Buyer) is in material default or breach under this Agreement, or if a delay in any decision or determination by the Commission respecting the Transfer of Control Applications has been caused or materially contributed to (i) by any failure of Sellers or Buyer, as the case may be, to furnish, file or make available to the Commission information within its respective control or, with respect to Sellers, failure to cause the Companies to provide such information; (ii) by the willful furnishing by any of the Seller Parties or Buyer Parties, as the case may be, of incorrect, inaccurate or incomplete information to the Commission; (iii) in the case of an attempt to terminate this Agreement by Buyer, by the acquisition or agreement to acquire or programming after the date of this Agreement by Buyer of any media interest (including the right to program a broadcast station), the possession of which, along with the ownership of any of the Stations, violates the FCC's media ownership rules or policies; or (iv) by any other action taken by any of the Seller Parties or Buyer Parties, as the case may be, for the purpose of delaying the Commission's decision or determination respecting the Transfer of Control Applications.
Sample 1
Absence of Commission Consent. This Agreement may be terminated at the option of either party upon notice to the other if the Closing has not occurred by May 1, 2000; provided, however, that neither party may terminate this Agreement if such party is in default hereunder, or if a delay in any decision or determination by the Commission respecting the Assignment Applications has been caused or materially contributed to by such party's action or inaction with respect to the Assignment Applications. In the event of termination pursuant to this Section, the parties shall be released and discharged from any further obligation hereunder (i) unless the failure to obtain such Final Order is attributable to Buyer and Seller is not in default and has otherwise complied with its obligations under this Agreement, in which case Seller shall be entitled to liquidated damages as provided in Section 13.3(c); or (ii) unless the failure to obtain such Final Order is attributable to Seller and Buyer is not in default and has otherwise complied with its obligations under this Agreement, in which case Buyer shall be entitled to liquidated damages as provided in Section 13.5.
Sample 1
Absence of Commission Consent. This Agreement, prior to the Closing, may be terminated by Seller, on the one hand, or Buyer on the other hand, upon written notice to the other, if the Initial Order does not become a Final Order by the Outside Date; PROVIDED, HOWEVER, that neither Seller nor Buyer, as the case may be, may terminate this Agreement if such party is in default or breach under this Agreement, or if a delay in any decision or determination by the Commission respecting the Assignment Application has been caused or materially contributed to: (i) by any failure of the Seller or Buyer, as the case may be, to furnish, file or make available to the Commission information within its control; (ii) by the willful furnishing by Seller or Buyer, as the case may be, of materially incorrect, inaccurate or incomplete information to the Commission; or (iii) by any other action taken by the Seller or Buyer, as the case may be, for the purpose of delaying the Commission's decision or determination respecting the Assignment Application.
Sample 1
Absence of Commission Consent. If a Final Order granting the application (s) described in Paragraph 10 is not secured before March 31, 1998, this Agreement may be terminated at the option of either party upon ten (10) days written notice to other party, provided, however, that the terminating party may not terminate this Agreement if it is in default under this Agreement or if a delay in any decision or determination by the Commission respecting said application (s) has been caused or materially contributed to by any failure on the terminating party to promptly furnish, file or make available information within its control or caused by the willful furnishing by the terminating party of incorrect, inaccurate or incomplete information to the Commission, or caused by any action taken by the terminating party for the purpose of delaying any
Sample 1
Absence of Commission Consent. This Agreement may be terminated at the option of either party upon notice to the other if the Closing has not occurred by October 31, 2000; provided, however, that neither party may terminate this Agreement if such party is in default hereunder. In the event of termination pursuant to this Section, the parties shall be released and discharged from any further obligation hereunder.
Sample 1
Absence of Commission Consent. This Agreement may be terminated at the option of Seller or Purchaser upon written notice to the other if the Assignment Application has not been granted by Final Order within twelve (12) months after the date of this Agreement. Neither Party may terminate this Agreement pursuant to this Section if such Party is in material default hereunder, or if a delay in any decision or determination by the Commission respecting the Assignment Application has been caused or materially contributed to by such Party's action or inaction with respect to such Assignment Application.
Sample 1
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Related to Absence of Commission Consent

  • Notice of Commission Stop Orders The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

  • Required Filings; Absence of Certain Commission Actions If filing of the Prospectus, or any amendment or supplement thereto, or any issuer free writing prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such issuer free writing prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any issuer free writing prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any issuer free writing prospectus or otherwise) shall have been complied with to your satisfaction.

  • Waiver of Compliance; Consents Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but any such waiver of such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent failure to comply therewith.

  • Absence of Financing Statements, etc Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of the Borrower or any of its Subsidiaries or any rights relating thereto.

  • Absence of Conflicting Agreements or Required Consents The execution, delivery and performance of this Agreement by APP and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) does not require the consent of any governmental or regulatory body or authority or any other third party except for such consents, for which the failure to obtain would not result in a Material Adverse Effect on APP; (ii) will not conflict with any provision of APP's certificate of incorporation or bylaws; (iii) will not conflict with, result in a violation of, or constitute a default under any law, ordinance, regulation, ruling, judgment, order or injunction of any court or governmental instrumentality to which APP is a party or by which APP or its properties are subject or bound; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, require any notice under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which APP is a party or by which APP or any of its properties are bound except for such conflict, termination, breach or default, the occurrence of which would not result in a Material Adverse Effect on APP; and (v) will not create any Encumbrance or restriction upon APP Common Stock or any of the assets or properties of APP. The financial statements of APP contained in the Registration Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto), (b) present fairly the financial position of APP and APP Subsidiaries as of the dates indicated and present fairly the results of APP's and APP Subsidiaries' operations for the periods then ended, and (c) are in accordance with the books and records of APP and APP Subsidiaries, which have been properly maintained and are complete and correct in all material respects.

  • Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees The Operating Partnership, subject to Section 3(e), will comply with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Notes shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Operating Partnership becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Notes. The Operating Partnership will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Operating Partnership will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Operating Partnership shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) (i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

  • CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

  • No Conflicts; Required Filings and Consents (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Payment of Commissions Payments of selling commissions and any other fees due to the Dealer pursuant to this Agreement will be made by the Dealer Manager to the Dealer. Selling commissions and such other fees due to the Dealer pursuant to this Agreement will be paid to the Dealer within 30 days after their receipt by the Dealer Manager. The Dealer, in its sole discretion, may authorize the Dealer Manager to deposit selling commissions and any other payments due to it pursuant to this Agreement directly to its bank account. If the Dealer so elects, the Dealer shall provide such deposit authorization and instructions in Schedule 2 to this Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Dealer Manager has reallowed any selling commissions or fees to the Dealer for a sale of one or more Shares and the subscription is rescinded as to one or more of the Shares covered by such subscription, the Dealer shall decrease the next reallowance of selling commissions or payment of other compensation otherwise payable to the Dealer by the Dealer Manager under this Agreement by an amount equal to the selling commissions or fees paid to the Dealer for the sale of the Shares as to which the subscription is rescinded. In the event that no reallowance of selling commissions or payment of other compensation is due to the Dealer Manager after such rescinded subscription occurs, the Dealer shall pay the amount specified in the preceding sentence to the Dealer Manager within seven (7) days following receipt of notice by the Dealer from the Dealer Manager stating the amount owed as a result of rescinded subscriptions.

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